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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (4) | 01/24/2012 | C | 1,361,723 | (4) | (4) | Class A Common Stock | 761,746 | $ 0 | 0 | I | By Bunge North America, Inc. (3) | |||
Series A Preferred Stock | (4) | 01/24/2012 | C | 1,361,723 | (4) | (4) | Series B Preferred Stock | 303,605 | $ 0 | 0 | I | By Bunge North America, Inc. (3) | |||
Series B Preferred Stock | $ 2 (6) | 01/24/2012 | C | 303,605 | 07/18/2012 | (6) | Common Stock | 289,418 | $ 0 | 303,605 | I | By Bunge North America, Inc. (3) | |||
Common Stock Warrant (Right to Buy) | $ 11 | 01/24/2012 | J(5) | 9,090 | 02/26/2010 | 07/18/2015 | Common Stock | 9,090 | (5) | 0 | I | By Bunge North America, Inc. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bunge LTD 50 MAIN STREET WHITE PLAINS, NY 10606 |
X | |||
Bunge North America, Inc. 11720 BORMAN DRIVE ST. LOUIS, MO 63146 |
X |
Bunge Limited, /s/ Carla Heiss | 01/26/2012 | |
**Signature of Reporting Person | Date | |
Bunge North America, /s/ Eric Hakmiller | 01/26/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a reclassification exemption under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock. |
(2) | Reflects a 1-for-2.5 reverse stock split which became effective on January 3, 2012. |
(3) | These securities are owned directly by Bunge North America, Inc., which is a wholly-owned subsidiary of Bunge Limited. Bunge North America, Inc. is a 10% Owner in respect of these securities. |
(4) | The 1,361,723 shares of Series A Preferred Stock held by the reporting person converted into an aggregate 761,746 shares of Class A Common Stock and 303,605 shares of Series B Preferred Stock and had no expiration date. |
(5) | The reporting person exchanged 9,090 Common Stock Warrants (Right to Buy) for 1,494 shares of Class A Common Stock, pursuant to a warrant exchange agreement. |
(6) | The Series B Preferred Stock is convertible into Common Stock at a price of $2.00 for each $25.00 in value of each share of Series B Preferred Stock plus accumulated and unpaid dividends. The stated value of each share is $25.00. The Series B Preferred Stock has no expiration date. |
(7) | The number of shares of Common Stock disposed of and the number of shares of Class A Common Stock acquired pursuant to the reclassification described in (1) above includes shares of Common Stock which were issuable upon conversion of 3,883 Restricted Stock Units and shares of Class A Common Stock issuable upon conversion of the Restricted Stock Units held by Bunge North America, Inc. As part of the reclassification of Common Stock into Class A Common Stock, the 3,883 Restricted Stock Units now represent the right to receive Class A Common Stock upon conversion. The new Restricted Stock Units will automatically convert upon vesting. |